Delaware legal compliance overview

Research steps and summary: I ran targeted web searches and scraped authoritative state and federal sources to compile a current (through 2026-01-03) compliance overview for Delaware business owners and LLC founders. Sources searched and/or scraped: Delaware Division of Corporations (franchise tax, entity formation, filing portals and fees), Delaware Division of Revenue (business tax and licensing guidance), Delaware Department of Labor (employer/unemployment forms), and the Financial Crimes Enforcement Network (FinCEN) for Beneficial Ownership Information (Corporate Transparency Act) developments. I prioritized official pages and extracted the key filing requirements, deadlines, fees, penalties, and practical filing steps and links. Key findings (concise, actionable): - Formation and Registered Agent: Delaware requires filing formation/incorporation documents with the Division of Corporations and maintaining a registered agent with a physical Delaware street address. (Use the Division of Corporations filing service or mail-in Document Filing and Certificate Request Service; registered-agents list available on the Division site.) - Annual franchise taxes and reports: - Corporations: must file an Annual Report and pay franchise tax by March 1 each year. Minimum/maximum taxes and calculation methods vary (minimum tax shown; methods include Authorized Shares or Assumed Par Value Capital). Late filing penalty: $200 plus interest at 1.5% per month; estimated-tax installment rules apply if tax >= $5,000. File/pay online via the Division of Corporations portal. - LLCs/LPs/GPs: do not file an annual report but must pay a flat annual tax of $300 due by June 1 each year. Penalty for non-payment or late payment is $200, interest accrues at 1.5% per month. - Foreign corporations: Annual Report due by June 30; filing fee $125; $125 penalty for late filing. - Payments and certificates: Taxes and reports can be filed/paid online through the Division of Corporations e-filing portal; Certificates of Status/Good Standing can be ordered (short form $50; long form $175; expedited/other fees may apply). - Business licensing, taxes, and gross receipts: Businesses doing business in Delaware should register with the Division of Revenue and check for required state business licenses and gross receipts tax obligations; Delaware charges gross receipts taxes (rates vary by industry) and maintains business tax forms and guides on the Division of Revenue site. Use the State’s One Stop Business Registration and Licensing System (onestop.delaware.gov) for registration where applicable. - Employer obligations: Employers with Delaware employees must register for withholding and unemployment insurance, complete required notices and quarterly reporting (examples: UC-1 Report to Determine Liability; UC-6 Notice to Employees of Unemployment Coverage; UC-8 Quarterly Tax Report), and comply with workers’ compensation insurance requirements. Forms and filing guidance are available from the Delaware Department of Labor and related agency pages. - Corporate Transparency Act / BOI (FinCEN): As of the FinCEN update (interim final rule) and related March 26, 2025 announcement, FinCEN revised the rule so that entities formed in the United States (“domestic reporting companies”) and U.S. persons are exempted from BOI reporting; reporting obligations were focused on certain foreign entities registered to do business in the U.S. Deadlines for foreign reporting entities were announced (e.g., entities registered before March 26, 2025 had to file by April 25, 2025). This area is in flux and subject to litigation and regulatory updates; consult FinCEN and the Division of Corporations BOI page for current status and any final rules or guidance. - Penalties and consequences: Nonpayment or failure to file can lead to monetary penalties, interest accrual, loss of good standing, and ultimately administrative dissolution/forfeiture. Reinstatement and cure procedures are available but can be costly. Practical compliance checklist (what to do next): 1) If forming in Delaware: choose entity type, secure a registered agent (Delaware street address), file Certificate of Formation/Incorporation via corp.delaware.gov or mail service, obtain EIN from IRS, and create internal governing documents (operating agreement/bylaws). 2) Register with Delaware One Stop/Division of Revenue if doing business in Delaware or hiring employees; obtain required state business license(s) and register for withholding/unemployment tax accounts. 3) Mark these recurring deadlines in your calendar: Corporations — March 1 (annual report + franchise tax); LLC/LP/GP — June 1 ($300 annual tax); Foreign corporations — June 30 (annual report). Quarterly estimated franchise tax payments if applicable; payroll tax and unemployment reporting per the Department of Labor schedule. 4) Pay taxes and file promptly through the Division of Corporations e-filing portal and use Division of Revenue systems for state tax filings. Keep registered agent contact current and order Certificates of Good Standing as needed for banks/financing. 5) Monitor FinCEN guidance on BOI/CTA; determine whether your entity is affected and, if so, prepare required information (beneficial owners, company applicants) and file via FinCEN’s BOI e-filing system when/if required. Next steps for the newsletter/blog: I have captured the authoritative sources and key facts needed to draft the requested comprehensive blog post and newsletter content optimized for US business owners and LLC founders. If you want, I can now produce the full blog post, meta description, excerpt, newsletter copy, and an internal compliance checklist using the findings and official links.